Trinity Capital Inc美股招股说明书(2025-06-30版)

TRINITY CAPITAL INC. 6.750% Notes due 2030 We are offering $125,000,000 in aggregate principal amount of 6.750% notes due 2030, which werefer to as the Notes. The Notes will mature on July3, 2030. We will pay interest on the Notes onJanuary 3 and July 3 of each year, beginning January3, 2026. We may redeem the Notes in whole orin part at any time or from time to time at the redemption price discussed under the caption“Description of the Notes—Optional Redemption” in this prospectus supplement. In addition,holders of the Notes can require us to repurchase the Notes at 100% of their principal amount uponthe occurrence of a Change of Control Repurchase Event (as defined herein). The Notes will beissued in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The Notes will be our direct unsecured obligation and rankpari passu, or equal in right ofpayment, with all outstanding and future unsecured unsubordinated indebtedness issued by us. We are a specialty lending company providing debt, including loans, equipment financings andasset based lending, to growth-oriented companies, including institutional investor-backedcompanies. We define “growth-oriented companies” as companies that have significant ownership andactive participation by sponsors, such as institutional investors or private equity firms, andexpected annual revenues of up to $100million. We are an internally managed, closed-end, non-diversified management investment company thathas elected to be regulated as a business development company (“BDC”) under the InvestmentCompany Actof 1940, as amended (the “1940 Act”). We have elected to be treated, and intend toqualify annually as a regulated investment company (“RIC”) under Subchapter M of the InternalRevenue Code of 1986, as amended (the “Code”), for U.S.federal income tax purposes. As a BDCand a RIC, we are required to comply with certain regulatory requirements. Our investment objective is to generate current income and, to a lesser extent, capitalappreciation through our investments across five distinct vertical markets. We seek to achieve ourinvestment objective by making investments consisting primarily of term loans, equipmentfinancings, and asset based lending and, to a lesser extent, working capital loans, equity andequity-related investments. Our equipment financings involve loans for general or specific use,including acquiring equipment, that are secured by the equipment or other assets of the portfoliocompany. In addition, we may obtain warrants or contingent exit fees at funding from many of ourportfolio companies, providing an additional potential source of investment returns. We target investments in growth-oriented companies, which are typically private companies,including institutional investor-based companies. Our loans and equipment financings generallyrange from $5million to $50 million. Subject to the requirements of the 1940 Act, we are notlimited to investing in any particular industry or geographic area and seek to invest in under-financedsegments of the private credit markets. The debt in which we invest typically is not ratedby any rating agency, but if these instruments were rated, they would likely receive a rating ofbelow investment grade (that is, belowBBB- or Baa3), which is often referred to as “high yield”or “junk.” We are an “emerging growth company,” as defined in Section2(a)of the SecuritiesActof 1933, as amended (the “Securities Act”). As a result, we are subject to reduced publiccompany reporting requirements and intend to take advantage of the extended transition periodprovided in Section7(a)(2)(B)of the Securities Act. Investingin the Notes involves risks,including the risk of leverage,that aredescribedin“Risk Factors”beginning on page S-11 of this prospectus supplement,page11of the accompanying prospectus and in our most recent Annual Report onForm10-K and our subsequent Quarterly Reports on Form10-Q,as well as any of oursubsequentfilings with the U.S.Securitiesand Exchange Commission(“SEC”). This prospectus supplement and the accompanying prospectus contain important information youshould know before investing in the Notes. Please read this prospectus supplement and theaccompanying prospectus and the documents incorporated by reference herein and therein beforeinvesting and keep it for future reference. We also file periodic and current reports, proxystatements and other information about us with the SEC.This information is available free ofcharge by contacting us at 1 N. 1 Street, Suite 302, Phoenix, Arizona 85004, calling us at(480)374-5350 or visiting our corporate website located at www.trinitycap.com.Information on ourwebsite is not incorporated into or a part of this prospectus supplement or the accompanyingprospectus. The SEC also maintains a website atwww.sec.gov that contains this information. THENOTES ARE NOT DEPOSITS OR OTHER OBLIGATIONS OF A BANK AND ARE NOT INSURED BYTHEFEDERAL DEPOSIT INSURANCE CORPORATION